exv10w1



 





Exhibit 10.1



ELEVENTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION

PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



Article I. Purpose



The purpose of this Eleventh Supplemental Annual Benefit Determination (the
“Determination”) is to provide to designated Participants a Supplemental
Pension under the VF Corporation Amended and Restated Supplemental Executive
Retirement Plan (the “SERP”).



Article II. Definitions



As used herein, words and phrases shall have such meanings as are set forth in
the SERP and the VF Corporation Pension Plan (“Pension Plan”). “Committee”
shall mean the Compensation Committee of the Board of Directors of VF
Corporation, or any successor committee thereto.



Article III. Eligibility for Benefits



The Supplemental Pension shall be payable to the Participant if his or her
employment ceases by reason of: 1) retirement on his or her Normal Retirement
Date, 2) termination of employment or 3) death while an Employee.



Article IV. Supplemental Pension Benefits




               4.01 Normal Retirement: The Participants in this Determination shall
receive the following Supplemental Pension payable at Normal or Late
Retirement:





	 	(a)	 	The Normal Retirement Benefit otherwise payable to the
Participant under the Pension Plan computed without application of
the maximum benefit limitation imposed under Section 415(b) of the
Internal Revenue Code of 1986, as amended (the “Code”), or any
successor section thereto, which limits the annual benefit payable
with respect to the Participant from a defined benefit plan such as
the Pension Plan, but without regard to the amount set forth in
Appendix IV to the Pension Plan for such Participant.
	 
	 	(b)	 	The Supplemental Pension set forth in Section 4.01(a) shall
be reduced by any benefits payable to the Participant under the
Pension Plan.





               4.02 Termination of Employment: The Supplemental Pension payable by
reason of the Participant’s termination of employment shall be equal to the
benefit provided by Section 4.01 above multiplied by a fraction. The numerator
of this fraction shall be the number of full and part years of the
Participant’s employment with the Corporation. The denominator of this
fraction shall be the number of full and part years of the Participant’s
employment as if the Participant had been employed until Normal Retirement
Date.



 









 





               4.03 Death while an Employee: The Supplemental Pension payable upon the
death of the Participant while an Employee shall be as provided by Section
4.02.



               4.04 Form of Supplemental Pension: The form of benefits payable to the
Participant shall be the form which has been elected under the Pension Plan
unless the Participant or Beneficiary has elected a different form under this
Determination. Except as otherwise provided in this Section 4.04, payment of
Supplemental Pension benefits hereunder shall commence at the same time as the
Participant’s or Beneficiary’s benefits commence under the Pension Plan, and
shall be subject to the same reductions for commencement of payments prior to
Normal Retirement Date as apply to the recipient’s benefits under the Pension
Plan. Notwithstanding the foregoing, a Participant may elect to receive in a
lump sum the actuarial present value of his or her Supplemental Pension under
this Determination, and if a Participant dies while employed, his or her
Beneficiary may elect to receive in a lump sum the actuarial present value of
the Participant’s Supplemental Pension under this Determination. In the case
of an unmarried Participant who dies while employed after the Board of
Directors’ adoption of certain design modifications to the Pension Plan and the
SERP on December 9, 2003, the present value of his or her Supplemental Pension
under this Determination shall be determined as if such design modifications
had not been adopted. The lump sum actuarial present value calculations shall
be based on an interest rate assumption equal to the expected rate of return on
assets for financial accounting purposes under the Pension Plan for the year in
which the lump sum payment is to be made and on the mortality assumption set
forth in the Pension Plan for purposes of calculating lump sum payments.


Article V. Participants



The Board of Directors and the Committee designate as Participants, for
purposes of this Determination, any Employee who loses retirement benefits
under the Pension Plan because of the Code Section 415(b) maximum benefit
limitation on the annual benefit payable from a defined benefit plan such as
the Pension Plan; provided, however, that any Employees who have been
designated in any other SERP Determination shall be excluded from this
Determination to the extent that such other Determination provides for the
Supplemental Pension set forth above.



Article VI. Vesting



The Participant shall become vested in the Supplemental Pension payable
pursuant to this Determination upon satisfaction of the vesting period provided
in the SERP. Nothing in this Determination shall preclude the Board of
Directors from discontinuing eligibility to participate in the SERP and this
Determination at any time before the Participant shall become vested hereunder.



Article VII. Adoption



This Determination was approved and adopted by the Board of Directors of the
Corporation on July 16, 2004, effective for and applicable to Participants
whose last day worked for purposes of the Pension Plan is on or after December
9, 2003 (and Participants whose last day worked is before December 9, 2003 but
whose severance payments period ends on or after December 9, 2003).